BIOMIRA Representations Clause Samples

BIOMIRA Representations. 12.6.1 BIOMIRA represents and warrants to MERCK that as of the ORIGINAL EFFECTIVE DATE (but subject to section 2.3 and the need to obtain the consents of the licensees under the THIRD PARTY LICENSES): 12.6.1.1 to BIOMIRA's knowledge after due inquiry, BIOMIRA is the sole owner of, or the exclusive licensee or sublicensee (on the terms described in the applicable licensee agreement) in the NA TERRITORY and the ROW TERRITORY of the BIOMIRA PATENT RIGHTS and the BIOMIRA KNOW-HOW in existence as at the ORIGINAL EFFECTIVE DATE, with the right to grant to MERCK the rights granted in this AGREEMENT, free and clear (except to the extent specified in the THIRD PARTY LICENSES) of any liens or encumbrances which would prevent or impair the grant of such rights; 12.6.1.2 BIOMIRA has not assigned or conveyed any interest in the BIOMIRA PATENT RIGHTS or the BIOMIRA KNOW-HOW in existence as at the ORIGINAL EFFECTIVE DATE and licensed to MERCK under this AGREEMENT, or entered into any agreement or made any commitment which is inconsistent with or in derogation of the rights granted to MERCK hereunder; 12.6.1.3 as at the ORIGINAL EFFECTIVE DATE, BIOMIRA has not received from any third party any written notice to the effect that the BIOMIRA PATENTS or the BIOMIRA KNOW-HOW infringe the proprietary rights of any such third party; 12.6.1.4 there is no action, suit, proceeding, alternative dispute resolution, mediation or investigation pending or, to the knowledge of BIOMIRA, threatened against BIOMIRA relating to the BIOMIRA PATENT RIGHTS or the BIOMIRA KNOW-HOW; 12.6.1.5 to BIOMIRA's knowledge after due inquiry, no third party rights are required in order to enable MERCK to enjoy the licenses granted by BIOMIRA to MERCK under this AGREEMENT; 12.6.1.6 to BIOMIRA's knowledge after due inquiry, the ICRT LICENSE and the ▇▇▇▇-▇▇▇▇▇▇ LICENSE are in full force and effect and BIOMIRA has no knowledge of any breach or action by BIOMIRA which might give rise to a breach under such licenses. 12.6.2 BIOMIRA represents and warrants to MERCK that as of the EXECUTION DATE, to BIOMIRA's knowledge after due inquiry, BIOMIRA has disclosed and/or transferred to MERCK all material BIOMIRA KNOW-HOW in BIOMIRA's possession as at the EXECUTION DATE required, in BIOMIRA's opinion, acting reasonably, to enable MERCK to assume the additional rights and obligations under this AGREEMENT to be assumed by [+] Designates portions of this document that have been omitted for confidentiality purposes MERCK as...